By Laws

BY-LAWS
LES AMIS DE NAISSANCE

ARTICLE I – OFFICES

Section 1.
Principal Office. The principal office of the corporation shall be located in Kansas, at 9209 W. 110th Street, Building #36, Overland Park, KS  66210.Affordable fee structure It’s true that you can’t devote a large sum of money for getting admission in the very best graduate school. Locating a textbook online can spare you a great deal of money, should you not wait until the last minute and purchase carefully. You simply conserve time which may be spent with considerably more profit.

Section 2.
Other Offices. At any convenient time, branch or subordinate offices may be established by the members anywhere the corporation is qualified to do business.

Section 3.
Fiscal Year. The fiscal year for the corporation shall be the calendar year unless changed by amendment to these by-laws.

Section 4.
Inspection of By-Laws and Corporate Records. The corporation shall keep in its principal office for the transaction of business the original or a copy of these By-Laws as amended and all corporate records duly certified by the Secretary, which shall be open to inspection at all reasonable times during ordinary business hours. This corporation is organized as a NOT FOR PROFIT and the objects and purposes to be transacted and carried on are: is to promote safe and natural childbirth. This corporation is organized exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code; and To further such objects and purposes, the corporation shall have and may exercise all the powers conferred by the corporate code of the State of Kansas as now in effect or as amended. Specifically, but not by way of limitation, this corporation shall have power to acquire, purchase, hold, lease, convey, mortgage, and pledge real and personal property in Kansas, and other states of the Untied States and elsewhere, as shall be necessary or convenient to the transaction of its business and the realization of its objects and purposes. PROVIDED, however, that in all events and under all circumstances, and notwithstanding merger, consolidation, reorganization, termination, dissolution, or winding up of this corporation, voluntary or involuntary or by operation of law, the following provisions shall apply:

a. This corporation shall not have or exercise any power or authority either expressly, by interpretation, or by operation of law, nor shall it directly or indirectly engage in activity that would prevent this corporation from qualifying (and continue to qualify) as an organization described in 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Revenue Law).

b. This corporation shall never be operated for the primary purpose of carrying on a trade or business for profit.

c. No compensation or payment shall ever be paid or made to any Director, except as allowable for actual expenditures or services actually made or rendered to or for this corporation. Neither the whole nor any portion of the assets or net earnings, current or accumulated, of this corporation shall ever be distributed to or divided among the Board of Directors, Officers, agents or employees; provided further that neither the whole or part or portion of such assets or net earnings shall ever be used for, accrued to, or inure to the benefit of any member or private individual within the meaning of 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). However, executive officers and employees of the corporation shall receive such salaries or other compensation as shall be determined by resolution of the Board of Directors, adopted in advance of their services or by employment contracts entered into by the Corporation.

d. Upon the dissolution of this corporation, the governing body shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purpose of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational and scientific purposes as shall at the time qualify as an exempt organization under 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the governing board shall determine. Any assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to the organization or organizations, as said court shall determine,

 ARTICLE II – MEMBERSHIP AND MEETINGS

Section 1.
Members. The members of the corporation shall consist of the Board of Directors. By Resolution, the Board of Directors shall have the power to appoint nonmembers as honorary members of the Board of Directors, with such powers, duties, and functions, and on such terms and conditions, as the Board of Directors may prescribe.

Section 2.
Place of Meetings. All meetings of Board of Directors shall be held at the principal office of the corporation unless another place is designated.

Section 3.
Schedule of Meetings.

a. Annual Meetings. The Board of Directors shall hold an Annual Meeting in the month of November for the purpose of:

i. establishing and maintaining the budget;

ii. electing officers; and

iii. conducting any other business deemed necessary.

b. Regular Meetings. A Regular Meeting schedule shall be established by the Board of Directors.

c. Special Meetings. The Executive Director(EXECUTIVE DIRECTOR) or Chair of the Board of Directors (COB) may call a Special Meeting of the Board of Directors, at any time, for any purpose(s).

d. Emergency Meetings. Emergency Meetings may be called by the EXECUTIVE DIRECTOR or Chair.

e. Executive Committee Meetings. The Executive Committee will establish a meeting schedule in accordance with the needs of the Corporation.

f. Other Meetings. In order to meet the needs of the Corporation, Other Meetings such as, but not limited to, ad hoc committee meetings, Development Committee meetings, et cetera, will be held on a regular basis as set by committee or the Board of Directors.

Section 4.
Notice of Meetings. Notice of any meeting shall include the date, time, and location. The method of notice will be determined by the Board of Directors and EXECUTIVE DIRECTOR and may include, email, regular mail, phone, fax or other appropriate method.

a. Regular Meetings. Regular Meetings may be scheduled annually and shall be noticed by not fewer than ten (10) days.

b. Annual Meetings. Annual Meetings shall be schedule annually and shall benoticed by no less than ten (10) days prior.

c. Special Meetings. Special Meetings shall be noticed by no less than three (3) days prior.

d. Emergency Meetings. Emergency Meetings shall be called with reasonable notice under the emergent circumstances.

e. Executive Committee Meetings. Executive Committee Meetings shall be noticed by no less than five (5) days prior.

f. Other Meetings. Other Meetings shall be noticed by no less than five (5) days prior.

Section 5.
Adjourned Meetings. In the absence of a quorum, no business may be transacted at any Board of Directors meeting. However, whether or not a quorum is present, a meeting may be adjourned by the vote of a majority of the members present.

Section 6.
Attendance or Presence. Attendance or presence at a Board of Directors meeting may be accomplished through, but is not limited to, actual physical presence, video or telephone conferencing, email, text communications, or other digital, technological or electronic method. Proxy is not a permitted form of attendance.

Section 7.
Voting. The Board of Directors may vote by voice or by ballot. However, all elections for Directors must be by ballot.

Section 8.
Quorum. The presence of a simple majority of voting Members of the Board of Directors shall constitute a quorum for the transaction of business.

Section 9.
Action Without Meetings. Any action that may be taken at a meeting of the Board of Directors, except approval of an agreement for merger or consolidation of the corporation with other corporations, or a sale of all or substantially all of the corporate assets, may be taken without a meeting if authorized by a majority of the Directors that would be entitled to vote upon such action at a meeting.

ARTICLE III – DIRECTORS

Section 1.
Number of Directors. The authorized number of Directors of the corporation shall be no less than three (3) and no more than twelve (12) until changed by amendment.

Section 2.
Powers. The EXECUTIVE DIRECTOR and the Board of Directors shall control the business and affairs of the corporation subject to limitations of the: Articles of Incorporation;  By-Laws; Kansas Corporation Code; and Any delegation of power by or under these By-laws. Specifically, the Board of Directors has the power to:

a. alter, amend, or repeal the Articles of Incorporation and By-laws;

b. select, appoint, and elect all the other officers, agents and the EXECUTIVE DIRECTOR;

c. change the principal office and registered office;

d. carry out corporate fiscal fiduciary duties, including, but not limited to; opening or authorizing the opening of a bank account, borrowing money, incurring indebtedness, to execute and deliverer promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidence of debt and securities in the corporate name. However, the EXECUTIVE DIRECTOR is hereby empowered to authorize expenditures and sign contracts on behalf of the Corporation up to $5,000.  Expenditures of more than $5,000 require two authorized signatures. Any expense  above $10,000 requires a Board of Director’s Resolution.

e.  approve dissolution, merger or the sale, pledge or transfer of all or substantially all of the Corporation’s assets;

Section 3.
Election and Term of Office. Directors shall be elected at the Annual Meeting. However, vacancies may be filled by election by the Board of Directors or appointment by the Chair.

a. A Nominating Committee will be established for the purpose of seeking new directors.

b. The Nominating Committee will seek Directors that bring diversity, experience and relevant expertise for service as Directors.

c. The term of office for each Director is two years on a staggered basis. Half of all Directors are to be replaced on even years and half on odd years.

d. Directors may be removed from office at any time by a two-thirds vote of the Board of Directors.

e. Any Director absent from three or more scheduled or called meetings during any calendar year shall be automatically removed from his/her position. Upon written request, the Board of Directors may determine, by a two-thirds (2/3) majority vote, to retain the Director.

f. Any Director who does not abide by the guidelines set out in the Board of Directors Manual, Service Agreements, and the Corporation’s Policy and Procedure Manual, as may be established and amended from time to time, may be removedfrom his or her position by two-thirds (2/3) majority vote.

Section 4.
Board of Directors Officers. The Board of Directors shall maintain an Executive Committee comprised of the following officers: Chair: The Chair (“COB”) shall coordinate all the duties of the Board of Directors. Vice-Chair: The Vice-Chair shall coordinate the work of the Committees and assist the Chair as needed.

Treasurer: The Treasurer shall keep, or cause to be kept, all corporate financial records according to generally accepted accounting procedures and the Kansas Corporation Code. The Treasurer shall work closely with the Development Committee, if any, and shall apprise it of the corporate financial needs.

Secretary: The Secretary shall keep, or cause to be kept, a book of minutes of all meetings of the Board of Directors and a ledger showing the names of the Board of Directors, their residence address, email address, and dates of service. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors.

Section 5.
Committees. The Board of Directors or Chair may designate Committees with powers, duties, and functions on such terms and conditions as consistent with the Kansas Corporation Code.

Section 6.
Ex-Officio Directors. Paid employees or independent contractors of the corporation may serve on the Board of Directors only in the capacity of ex-officio, nonvoting members. The EXECUTIVE DIRECTOR will also serve as an Ex-Officio, non-voting member of the Board of Directors. However, in the case of a tie vote of the Board of Directors the EXECUTIVE DIRECTOR shall cast the deciding vote.

Section 7.
Indemnification. The Corporation shall at all times maintain sufficient Officers and Directors Liability Insurance Coverage to indemnify all Officers and Directors from liability in connection with their service to the Corporation.

ARTICLE IV – CORPORATE OFFICERS AND EMPLOYEES

Section 1.
Officers. The Board of Directors will hire the EXECUTIVE DIRECTOR and the EXECUTIVE DIRECTOR will serve at the Board of Directors’ pleasure. The EXECUTIVE DIRECTOR will hire or appoint such other employees or officers as the business of the corporation  may require.

Section 2.
Compensation of Officers. Officers and employees of the corporation shall receive such salaries or other compensation as shall be determined by resolution of the Board of Directors, adopted in advance of the services or by employment contracts entered into by the Corporation.

Section 3.
Executive Director. The EXECUTIVE DIRECTOR of the corporation shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and offices of the corporation. The EXECUTIVE DIRECTOR shall have the power to retain the services of accountants, attorneys, and other professionals for and on behalf of the corporation, at the expense of the corporation, except as those powers may be limited by these by-laws or the Kansas Corporation Code. In the absence or disability of the EXECUTIVE DIRECTOR, the Board of Directors shall act as EXECUTIVE DIRECTOR or hire or designate a replacement to perform all the duties of the EXECUTIVE DIRECTOR.

Section 4.
Removal and Resignation. Any officer or employee may be removed by the EXECUTIVE DIRECTOR or a majority vote of the Board of Directors.

Section 5.
Representation of Securities of Other Corporations or Entities. The EXECUTIVE DIRECTOR or his designate is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all securities of any corporation or entity standing in the name of this corporation. The authority herein granted to vote or represent on behalf of this corporation may be exercised either by such officer in person or by power of attorney duly executed.

Section 6.
Delegation of Authority.  The Board of Directors may from time to time delegate any of the functions, powers, duties and responsibilities of any officer to any other officer or to any agent or employee of the corporation or other responsible person.  In the event of such delegation, the officer from whom any such function, power, duty or responsibility has been transferred shall thereafter be relieved of all responsibility for the proper performance or exercise thereof.

ARTICLE VI

COMMITTEES

Section 1.
Appointment.  As soon as possible after the annual meeting of the Board of Directors, the Chair of the Board of Directors shall appoint the chairs of the ad hoc committees necessary to carry on the affairs of the Corporation.  In consultation with the chairs of the respective ad hoc committees and the standing committees (other than the Executive Committee) and the President, the chairs shall appoint the other members of these committees.

Section 2.
Standing Committees.  None of the standing committees (other than the Executive Committee) may exercise the power of the Board of Directors.  The standing committees shall consist of the Executive Committee and the following committees:

(a)        Finance Committee.  It shall, in consultation with the President, develop and recommend to the Board of Directors an annual budget and revisions thereto, and monitor the Corporation’s financial operations on a continuing basis.  It shall review with the auditors the annual official audit of the books of the Corporation and report to the Board of Directors on the results of that review.  It shall also recommend to the Board of Directors guidelines for the investment of funds of the Corporation.

(b)        Assessment/Planning Committee.  It shall monitor and report annually to the Board of Directors on how well the Corporation is meeting its goals and objectives.  It shall also monitor risks that may expose the Corporation to liability and that may reveal unsatisfactory service.  It shall review patterns of complaints and grievances filed by persons served and address specific problematic or unresolved issues.  It shall, at least biennially, review internal and external reports of all types relating to the Corporation and its activities, meet with a sampling of Executive Director and staff personnel, meet with the Finance Committee, and meet personally with representative clients of the Corporation and with personnel of community agencies and organizations having significant relationships with the Corporation, all for the purpose of conducting a thorough performance review of the Corporation, and make a written report to the Board of Directors on its findings, conclusions and recommendations.  It shall assist the President in long range and short range planning, recommend to the Board of Directors policies, goals and objectives and communicate with all standing and ad hoc committees.

(c)        Resource Development Committee.  It shall develop plans, programs and goals for raising funds to carry out the functions and purposes of the Corporation, coordinate such plans and goals with the Planning Committee and the Board of Directors, organize and execute fundraising activities and assist in recruiting volunteers to perform such functions.

(d)        Board Development Committee.  It shall be appointed promptly after each annual meeting of the Board of Directors, and shall consist of not less than three (3) directors.  A majority of the members of the committee shall bind the entire committee.  It shall be the duty of the Board Development Committee to prepare and mail to each director of the Corporation not less than ten (10) days before the annual meeting of the directors a list of nominations for places to be filled on the Board of Directors and a list of nominations for the officers of the Corporation to be elected for the next year.  The names of the persons so nominated to be directors or officers of the Corporation shall be presented to the annual meeting of the Board of Directors, but nominations made by the committee shall in no manner prevent the making of other nominations by the directors at the time of holding their annual meeting, and all persons nominated shall be voted upon at such annual meeting.  The committee shall operate under a general policy of selecting directors who make up a fair representation of the geographic constituency of the Corporation.  The Board Development Committee shall promptly file with the secretary of the Corporation written nominations for vacancies among the Board of Directors or the officers that occur during the year.  The committee shall be responsible for orientation and ongoing education of the Board of Directors.  Orientation shall include review of agency history, services, programs, goals, budget and financial operations, in addition to role, structure and expectations, and such other items as the committee deems appropriate.

Section 3.
Ad Hoc Committees.  The chairs may appoint from time to time such other committees as deemed necessary, or as may be authorized by the Board of Directors.  None of such committees may exercise the power of the Board of Directors.

Section 4.
Regular Meetings.  The Finance Committee shall meet monthly.  All other committees shall meet as called by the President or their respective chairs.  All meetings shall be held on such day of the month as shall from time to time be fixed by the chair of the committee.

ARTICLE VII

HONORARY AND ADVISORY BOARD MEMBERS

Section 1.
Honorary Board Members.  The Board of Directors may elect persons as honorary board members due to their contributions to the Corporation or the community.  The terms, conditions and qualifications for each individual honorary board member shall be fixed by the Board of Directors, provided, however, that honorary board members shall not have voting rights or fixed terms, but shall serve at the pleasure of the Board of Directors.

Section 2.
Advisory Board Members.  The Board of Directors may elect persons as advisory board members.  The terms, conditions and qualifications for each individual advisor board member shall be fixed by the Board of Directors, provided, however, that advisory board members shall not have voting rights and may not be elected to terms exceeding three (3) years, but shall be eligible for re-election.  Advisory board members shall meet from time to time as meetings may be called by the President, or Chair of the Board of Directors.  Advisory board members may also serve on committees when requested by the Chair of the Board of Directors and attend meetings of the Board of Directors.  Advisory board members are to be available for counsel and advice as needed.  The number of advisory board members is not limited and will be governed by the needs of the Corporation and the number of qualified and interested persons available.

ARTICLE X

AMENDMENTS

These Bylaws may be amended, altered or repealed at any annual, regular or special meeting of the Board of Directors by a vote of the majority of the directors in office at the time the amendment is adopted, but no amendment shall be voted upon at any such annual, regular or special meeting unless notice of such meeting shall state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment of the Bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment.

ARTICLE XI

NOTICE

Any notice required or desired to be given under these Bylaws or otherwise to any director may be given in any manner permitted under the Kansas Nonprofit Corporation Act.  Without limiting the generality of the foregoing, notice may be communicated in person, by telephone, telegraph, teletype, or other form of wire or wireless communication, or by mail or private carrier, and if these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication.  Oral notice is effective when communicated if communicated in a comprehensible manner.  Written notice, if in a comprehensible form, is effective at the earliest of the following:

(a)        when received;

(b)        five (5) days after its deposit in the United States mail, as evidenced by the postmark, if failed correctly addressed and with first class postage affixed;

(c)        on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or

(d)        thirty (30) days after its deposit in the United States mail, as evidenced by postmark, if mailed correctly addressed and with other than first class, registered or certified postage affixed.

Written notice is correctly addressed to a director if addressed to the director’s address shown on the Corporation’s current records. To the extent permitted by the Kansas Nonprofit Corporation Act, notice may be given, and deemed effective, upon transmittal by facsimile, e-mail or other electronic means if transmitted to a director’s facsimile number or e-mail or other electronic address shown on the Corporation’s current records.

CERTIFICATE

The foregoing Bylaws constitute the duly amended and restated bylaws of Les Amis de Naissance as approved and adopted by the Board of Directors of the Corporation at a meeting held on September 20,2011.
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